The first step in forming a New York Limited Liability Company is to make sure the name you want is available.  

It’s critical to do a name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state of New York. The New York Division of Corporations makes it easy to search and verify if your LLC name is available.  Here is more information on how to do a New York LLC name search.

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:
– Limited Liability Company
– L.L.C.
– LLC

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
If there is a name you want to use but aren’t ready to form the LLC, the

Application for Reservation of Name can be filed with the New York Department of state for up to 60 days.

Before settling on a name, you may want to see if a domain name is also available in order to match your business name and website address.

Every LLC in New York is required to have a Registered Agent. A Registered Agent will act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the LLC.

The basic requirements to be a Registered Agent in New York include:
– The agent must be a New York resident at least 18 years of age or a commercial Registered Agent service with a registered office in the state.
– The agent must have a physical address in the state (PO Boxes aren’t allowed).
– The agent must generally be available during normal business hours at the address provided to receive service of process.

Learn more about the requirements for a Registered Agent in New York

Any individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from home or still employed.  Hiring a commercial Registered Agent service like Northwest Registered Agent will help keep the owner’s names from being listed on the state’s website.

The paperwork to officially create an LLC in New York is called the Articles of Organization. To submit the paperwork, either file online through the New York Division of Corporation’s website or download and mail the New York LLC Articles of Organization (Form DOS-1336-f).

Learn how to fill out the New York Articles of Organization

When filling out the Articles of Organization, a few sections, and terms can be confusing. Let’s go over a few of these sections to help get your LLC started right.

Opening Statement – This is an optional section where the filer states, ” THE UNDERSIGNED, being a natural person of at least eighteen (18) years of age, and acting as the organizer of the limited liability company hereby being formed under Section 203 of the Limited Liability Company Law of the State of New York certifies that:”

This just says the filer agrees the rest of the information in the Articles of Organization is true.

Purposes – This is an optional statement you can agree to or not that says the LLC is being formed “To engage in any lawful act or activity within the purposes for which limited liability companies may be organized pursuant to Limited Liability Company Law provided that the limited liability company is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.”

Check the box if it applies or not and proceed.

Service of Process – In this section, enter the mailing address where the Department of State should send notices of lawsuits.

This address does not have to be in New York, but it does have to be in the continental United States. Some filers use a third-party service company to receive these types of notices on their behalf.  These services must already be registered with the Department of State, and if you select “Select a Service Company,” a drop-down list with approved companies will appear for you to select from.
Most fliers will enter the location information for the LLC.

Related: What is Service of Process?

Effective Date – The effective date section is optional.

You can choose to elect to have the LLC start immediately upon the filing of the Articles of Organization (which will happen without doing anything).  If you want the LLC to start on a date up to 60 days in the future, select the “Check if Applicable box” and enter a date.

The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year, and the business isn’t going to have any activity until the start of the following year.  By delaying until the following year, one less business tax return will need to be filed.

Dissolution Date – This section is optional and provides the ability to set a date to close the LLC.  Most LLCs will choose a perpetual existence (which is the default choice); however, some businesses (usually investment-related) will have a specific closure date.

To include this statement in your Articles, select the “Check if Applicable box” and the appropriate information.

Liability Statement – This optional statement is an indemnification clause that says, “The limited liability company shall defend, indemnify, and hold harmless all members, managers, and former members and managers of the limited liability company against expenses (including attorney’s fees, judgments, fines, and amounts paid in settlement) incurred in connection with any claims, causes of action, demands, damages, liabilities of the limited liability company, and any pending or threatened action, suit, or proceeding. Such indemnification shall be made to the fullest extent permitted by the laws of the State of New York, provided that such acts or omissions which gives rise to the cause of action or proceedings occurred while the Member or Manager was in performance of his or her duties for the limited liability company and was not as a result of his or her fraud, gross negligence, willful misconduct or a wrongful taking. The indemnification provided herein shall inure to the benefit of successors, assigns, heirs, executors, and the administrators of any such person.”

Basically, it says the LLC will protect the members and managers of the LLC from the operations of the business, provided those members and managers weren’t negligent in their duties, and hold them harmless should there be a lawsuit.

Per Section 206 of the New York LLC Act, after the Articles of Organization are filed, an ad has to be published for six consecutive weeks in two local newspapers or printers.  To meet the Newspaper Publication Requirement, both papers must be located in the same county as the LLC’s principal office, in addition to being approved by the County Clerk of the county where the primary office of the LLC is located. After the notice has run, the publisher of each newspaper will send a filing receipt for proof of publication (Affidavits of Publication of the Newspapers).

Once the affidavits have been sent to you, they will be mailed along with the Certificate of Publication and a $50 filing fee to the Division of Corporations.  The Certificate of Publication has to be submitted within 120 days of the LLC being formed.